HOSPIRA 8-K 2012
Washington, D.C. 20549
CURRENT REPORT PURSUANT
April 30, 2012
275 N. Field Drive
Registrants Telephone Number, Including Area Code: (224) 212-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On May 1, 2012, Hospira, Inc. (Hospira) issued a press release announcing its financial results for the first quarter 2012. Such press release is furnished as Exhibit 99.1, and is incorporated herein by reference.
In the press release, Hospira uses various non-GAAP financial measures including, among others, net sales at constant currency, adjusted gross profit, adjusted income from operations, adjusted net income, and adjusted diluted earnings per share. These non-GAAP measures adjust for certain specified items that are described in the press release and attached schedules. Hospiras management believes that these non-GAAP financial measures can facilitate a more complete analysis and greater transparency into Hospiras ongoing results of operations, particularly in comparing underlying results from period to period. Management uses these non-GAAP financial measures internally in financial planning to monitor business unit performance and in evaluating management performance. All non-GAAP financial measures are intended to supplement the applicable GAAP measures and should not be considered in isolation from, or a replacement for, financial measures prepared in accordance with GAAP.
Item 8.01 Other Events
On April 30, 2012, the United States District Court for the District of New Jersey issued its rulings in the lawsuit Hospira, Inc. and Orion Corporation v. Sandoz International GMBH, Sandoz, Inc., and Sandoz Canada, Inc. The lawsuit is discussed in Hospiras securities filings, including its most recent Form 10-K for the fiscal year ended December 31, 2011. The lawsuit concerns two patents covering Hospiras Precedex product, a proprietary sedation agent: U.S. 4,910,214 (the 214 patent expires July 15, 2013) and U.S. 6,716,867 (the 867 patent expires March 31, 2019). The court ruled that: (1) the 214 patent is valid and infringed by Sandoz; and (2) the 867 patent is invalid as obvious. Hospira will take appropriate legal action to continue to defend the 867 patent.
Item 9.01 Financial Statements and Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.